Lee M. Canaan
EQTAbout Lee M. Canaan
Independent director of EQT since July 2019; age 68. Founder and Portfolio Manager of Braeburn Capital Partners, LLC (since 2003), with deep capital markets, M&A, and turnaround expertise; previously director of ROC Energy Acquisition Corp. (2021–2023) and current director of PHX Minerals Inc. (since 2015). Education not disclosed in the proxy. Audit Committee Chair; member of the Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Braeburn Capital Partners, LLC | Founder & Portfolio Manager | 2003–present | Energy-focused investment leadership; capital markets and M&A experience leveraged in board oversight |
| ROC Energy Acquisition Corp. | Director | 2021–2023 | SPAC board service; transaction and governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PHX Minerals Inc. (NYSE: PHX) | Director | 2015–present | Non-operated oil & gas minerals; public board experience relevant to upstream E&P |
| Aethon Energy, LLC (private) | Board Member | 2018–present | Privately-held E&P board perspective |
Board Governance
- Independence: Board determined Ms. Canaan is independent under NYSE standards and EQT’s guidelines.
- Committee assignments: Audit Committee Chair; Corporate Governance Committee member.
- Audit Committee financial expert: Designated by the Board as an audit committee financial expert.
- Attendance: In 2024, the Board held 5 regular and 7 special meetings; each director attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting.
- Board leadership: Independent Board Chair structure; Lydia I. Beebe serving as Chair, with Thomas F. Karam to assume role after the 2025 Annual Meeting.
- Executive sessions: Independent directors met in executive session 5 times in 2024.
Fixed Compensation (Director – 2024)
| Component | Detail |
|---|---|
| Annual cash retainer | $85,000 standard retainer; committee chair/member fees per schedule (Audit Chair $25,000; other committee chairs $15,000; Audit member $10,000; other committee members $5,000); special committees $5,000 each (where applicable). |
| 2024 cash earned | $130,000 fees earned by Ms. Canaan. |
| 2024 equity grant | 5,830 RSUs granted on April 17, 2024; grant date fair value $211,046. |
| Other comp | $44 (life and travel accident insurance premiums). |
- Deferred compensation: Ms. Canaan elected to defer receipt of fees under the Directors’ Deferred Compensation Plan (DDCP).
- Unvested director RSUs at 12/31/2024: 5,901 RSUs (includes accrued dividends).
Performance Compensation
- Directors do not receive annual performance-based cash incentives (STIP) or PSU awards; equity is time-based RSUs with vesting at the next annual meeting. No performance metrics or options disclosed for directors.
Other Directorships & Interlocks
- Current public company boards: PHX Minerals Inc. (PHX).
- Private boards: Aethon Energy, LLC.
- Prior public boards: ROC Energy Acquisition Corp. (SPAC).
- Interlocks/conflicts: Proxy discloses no related person transactions involving Ms. Canaan; EQT’s related person transactions in 2024 did not include her.
Expertise & Qualifications
- Energy investing, capital markets, financial analysis, M&A and strategic turnarounds; brings public and private board experience; Audit Chair leadership and financial expert designation strengthen financial oversight.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of 2/3/2025) | 55,561 EQT shares (includes DSUs that settle in stock). |
| Unvested director RSUs (12/31/2024) | 5,901 (includes accrued dividends). |
| Deferred stock units – EQT DDCP (stock-settled) | 48,664 DSUs; plus 6,897 DSUs from fee deferrals (stock-settled). |
| Hedging/pledging | Prohibited for directors under EQT’s Corporate Stock Trading Policy. |
| Ownership guidelines | 5x annual cash retainer; each non-employee director has satisfied or is on track within five-year ramp. |
Compensation Structure Analysis (Director Program)
- Mix stability: 2024 director compensation unchanged from 2023 following an October 2023 review; annual RSU grants maintained at $210,000.
- Pay design: Cash retainers plus time-based RSUs (no options or performance metrics), aligning director pay with long-term shareholder value and governance independence.
Potential Conflicts or Related-Party Exposure
- None disclosed for Ms. Canaan in 2024; EQT’s Related Person Transaction Policy and reviews did not identify transactions involving her.
- Governance guardrails: Mandatory clawback for executives; prohibition on hedging/pledging for directors and officers; robust related-party review processes.
Risk Indicators & Signals
- Say-on-pay support: 98% approval at 2024 Annual Meeting, indicating strong investor alignment on compensation governance.
- Cyber and risk oversight: Audit Committee primary responsibility for cybersecurity risk oversight; regular CIO briefings; enhances committee role under Ms. Canaan’s chairmanship.
Governance Assessment
- Strengths: Independent Audit Committee Chair with financial expert designation; high meeting attendance; conservative director pay design (cash + time-based RSUs); ownership guidelines and anti-hedging/pledging reinforce alignment.
- Watch items: None specific to Ms. Canaan disclosed; continue monitoring for any interlocks or transactions involving her external roles; maintain scrutiny of director retainer/equity mix to ensure independence and long-term alignment.